Second Release Date. 3.3.1. To the extent not previously released according to Sections 3.0 xx 0.2 and to be retained according to Section 3.3.2, the Escrow Agent shall transfer the Escrow Funds to bank and securities accounts as notified by the Seller in advance with value of the first Business Day after the expiry of a period of 60 Business Days from the First Release Date (the "SECOND RELEASE DATE").
3.3.2. The Escrow Agent shall retain and not transfer to the Seller the Escrow Funds to the extent that the Escrow Agent has been notified by Zimmer in writing at least five Business Days prior to the Second Release Date that Zimmer has commenced arbitration under section 11.2 of the Agreement for the determination of claims of Zimmer for misrepresentation or breach of warranty by the Shareholders under the Agreement.
Second Release Date. Within fifteen (15) days after the date that is one day following the 24-month anniversary of the Closing Date (such date, the “Second Release Date”), Buyer shall release to the TopCo Sellers, in accordance with the allocations set forth in Section 3.2, the 2nd Anniversary Holdback Consideration, minus (A) the amount of shares of Buyer Common Stock and cash representing any Merger Consideration Overpayments satisfied from the 2nd Anniversary Holdback Consideration (as determined by dividing the applicable amount by the Issue Price as of the Closing Date with respect to the Buyer Common Stock portion of such amount), minus (B) the amount of shares, if any, of Buyer Common Stock and cash, representing the aggregate outstanding Buyer Indemnified Losses as finally determined as of the Second Release Date that have not been satisfied by 1st Anniversary Holdback Consideration (with such amount of shares being determined in accordance with Section 9.6(a) with respect to the Buyer Common Stock portion of such amount), minus (C) any amounts described in the following sentence. To the extent that as of the Second Release Date there are properly asserted claims by the Buyer Indemnified Parties for indemnification against the TopCo Sellers pursuant to Section 9.1
(a) pending, Buyer shall deduct from the 2nd Anniversary Holdback Consideration cash and a number of shares of Buyer Common Stock (as determined by dividing the applicable amount by the Issue Price as of the Initial Release Date with respect to the Buyer Common Stock portion of such amount), to cover a reasonable estimate of Buyer Indemnified Losses to be incurred by the Buyer Indemnified Parties, as determined by Buyer in the reasonable exercise of its discretion. The TopCo Sellers hereby irrevocably authorize Buyer to instruct its transfer agent to cancel stock certificates representing the 2nd Anniversary Holdback Shares retained by Buyer in order to permit the reductions to the 2nd Anniversary Holdback Shares contemplated by this Section 4.5(b) and issue new stock certificates representing the 2nd Anniversary Holdback Shares, if any, following such reductions.
Second Release Date. On January 1, 2014, to the Seller, an amount equal to one-quarter of the Escrow Amount, less the aggregate amount of all indemnification claims for Losses (excluding the Tax Assessment Amount, if any) made by the Buyer Indemnified Parties that are properly pending and where notice of such claim has been given to the relevant Indemnifying Party in accordance with the provisions of Articles XI or XII as the case may be, if any.
Second Release Date. Promptly following the Second Release Date, the Escrow Agent shall release to the Representative (for distribution by the Representative to the Stockholders in accordance with this Section 7) the Escrow Funds remaining in the Escrow Account, if any; provided, however, the Escrow Agent shall retain (and not deliver to the Representative) such Escrow Funds in the amount equal to (i) all Disputed Amounts outstanding on the Second Release Date which have not been resolved in accordance with Section 6 plus (ii) all Claimed Amounts that have not then been paid to Parent or disputed by the Representative in accordance with Section 6 hereof (except that any amount then comprising Unvested Consideration or forfeited Unvested Consideration and the interest earned thereon shall be paid to Parent subject to the terms and conditions of Section 1.7(b) of the Merger Agreement). Following the resolution of any Disputed Amounts in accordance with Section 6 hereof, the Escrow Agent shall disburse the Disputed Amounts as provided in the Directive or in written instructions from Parent and the Representative.
Second Release Date. On the Second Release Date, or if the determination of the Excess Liabilities has been referred to the CPA on such later date as the Escrow Agent receives the CPA’s determination of the Excess Liabilities or Joint Written Direction, the Escrow Agent shall disburse any Excess Liabilities to SFBC less the amount of any Excess Liabilities disbursed to SFBC on the First Release Date. The Escrow Agent shall then disburse the remaining Escrow Property to the Recipients’ Representative.
Second Release Date. On the Second Release Date, the Escrow Agent shall (i) disburse Twenty Percent (20%) of the remaining Escrow Property less any Cancelled Shares to the Recipients’ Representative, and (ii) disburse the amount of Escrow Property equal to the Cancelled Shares.
Second Release Date. As hereinafter used in this Agreement, the term "SECOND RELEASE DATE" means nine (9) months from the Effective Time.
Second Release Date. On the date that is 12 years following the Closing Date (the “Second Release Date”), Purchaser shall release the Second Holdback Amount in excess of such amount thereof as may be necessary to satisfy any unsatisfied or disputed entitled claims for Damages specified in any Notice of Claim relating to (1) infringement claims relating to remote SIM multiplexor technology delivered to the Sellers and (2) the German patent XXXXXXXXXX. The Second Holdback Amount may be released sooner if the Sellers provide the Purchaser, at the Sellers’ cost, with (1) a written legal opinion of a German patent-lawyer (Patentanwalt), which is addressed to and reasonably acceptable to the Purchaser, to the effect that the remote SIM multiplexor technology using Internet connections to be developed after the Closing Date does not infringe published patents and (2) evidence reasonably acceptable to Purchaser that SIGOS has the right to conduct the SIGOS Business (including the right to use the XXXXXXXXXX without limitation as to scope or fields of use) without payment to XXXXXXXXXX. The amounts held as the Second Holdback Amount shall bear interest at prevailing “money market” or similar bank account rates.
Second Release Date. Promptly following the Second Release Date, the Escrow Agent shall release to the Representative (for distribution by the Representative to the Securityholders in accordance with this Section 7) the Escrow Funds remaining in the Escrow Account, if any; provided, however, the Escrow Agent shall retain (and not deliver to the Representative) such Escrow Funds in the amount equal to (i) all Disputed Amounts outstanding on the Second Release Date which have not been resolved in accordance with Section 6 plus (ii) all Claimed Amounts that have not then been paid to Parent or disputed by the Representative in accordance with Section 6 hereof. Following the resolution of any Disputed Amounts in accordance with Section 6 hereof, the Escrow Agent shall disburse the Disputed Amounts as provided in the Directive or in written instructions from Parent and the Representative.
Second Release Date. On the date, which is 1 (one) month after the earlier of (i) the date on which the second annual audited Accounts following the Closing Date are approved by the Shareholders’ Meeting and (ii) 3 (three) months after the last day of the second financial year ending after the Closing Date, (or, if such date is not a Business Day, the first Business Day immediately following such date) (the “Second Release Date”), the Escrow Agent shall transfer and release to the Xxxx Account (without any notice or other communication from the Parties, or any other formality, being required) the remaining balance then standing to the credit of the Escrow Account (together with any accrued interest due to Xxxx) less (i) the aggregate of the maximum amounts claimed under all outstanding Claim Notices (if any) which have been provided to the Escrow Agent pursuant to Clause 5.2.2 of this Agreement prior to the Second Release Date (but only if or to the extent that any Claim Notice has not been revoked by written notice to the Escrow Agent (signed by Invitel) or not been cancelled pursuant to Clause 5.2.2 or Clause 5.2.3 or such amounts have not already been paid to Invitel pursuant to Clause 5.2.1) and (ii) any accrued interest due to Invitel, which it shall transfer and release to the Invitel Account. Xxxx and Invitel shall furthermore be obliged to jointly notify the Escrow Agent in writing of the dates referred to in Clauses 5.1.1 and 5.1.2 above. However, failure of Invitel to provide such information shall not prevent the Escrow Agent from complying with the release provisions set out above, if the Escrow Agent otherwise determines the date of the First or Second Release Date in accordance with this Agreement. As soon as such transfer shall have been effected, the Escrow Agent shall notify Xxxx and Invitel of the transfer to the aforesaid account.
